**Exhibit 3.1**

**AMENDED AND RESTATED ARTICLES OF INCORPORATION**

 

Music of Your Life, Inc., a corporation organizedand existing under the laws of the State of Florida, hereby certifies as follows:

 

	1.	The original Articles of Incorporation of the corporationwere filed with the Secretary of State of Florida on January 30, 2008.

 

	2.	Pursuant to Section 607.1003 and 607.1007 of the FloridaBusiness Corporation Act, these Restated Articles of Incorporation restate in its entirety and integrate and further amend theprovisions of the Articles of Incorporation of this corporation.

 

	3.	These Amended and Restated Articles have been adoptedand approved by the incorporator of the corporation.

 

	4.	The text of the Amended and Restated Articles of Incorporationas heretofore restated in its entirety is hereby restated and further amended to read as follows:

 

**ARTICLES OF INCORPORATION**

**OF**

**MUSIC OF YOUR LIFE, INC.**

 

**ARTICLE I. NAME**

 

The name of the corporation is MUSIC OF YOURLIFE, INC. (the “Corporation”).

 

**ARTICLE II. REGISTERED OFFICE**

** **

The name and address of the Corporation’sregistered office in the State of Florida is CT Corporation System, 1200 South Pine Island Road, in the City of Plantation, inthe State of Florida.

 

**ARTICLE III. PURPOSE**

 

The purpose or purposes of the corporation isto engage in any lawful act or activity for which corporations may be organized under Florida Law.

 

**ARTICLE IV. CAPITAL STOCK**

 

The Corporation is authorized to issue two classesof shares to be designated, respectively, "Preferred Stock" and "Common Stock." The number of shares of CommonStock authorized to be issued is Five Hundred Million (500,000,000). The number of shares of Preferred Stock authorized to be issuedis Twenty Million (20,000,000). The Preferred Stock and the Common Stock shall each have a par value of $0.001 per share.

 

(A)	Provisions Relating to the Common Stock.Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder's name on the recordsof the Corporation on each matters submitted to a vote of the stockholders, except as otherwise required by law.

 

(B)	Provisions Relating to the PreferredStock.

 

(1)  	The Board of Directors (the "Board") is authorized, subject to limitations prescribed by law and the provisionsof this article 4, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificatepursuant to the applicable law of the State of Florida, to establish from time to time the number of shares to be included in eachsuch series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications,limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to,determination of the following:

 

(i)                The number of shares constituting that series and distinctive designation of that series;

 

(ii)              The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates,and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(iii)            Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms ofsuch voting rights;

 

(iv)            Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, includingprovision for adjustment of the conversion rate in such events as the Board shall determine;

 

(v)              Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, includingthe date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amountmay vary under different conditions and at different redemption dates;

 

(vi)            Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the termsand amount of such sinking fund;

 

(vii)          The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding upof the corporation, and the relative rights of priority, if any, of payment of share of that series;

 

(viii)        Any other relative or participation rights, preferences and limitations of that series;

 

(ix)            If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences,and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.

 

(2)  	Provisions, Designations, and Characteristics Relating to Series “A” Preferred Stock.

 

(i)                Two Hundred (200) of the Company's Twenty Million (20,000,000) authorized shares of preferred stock are designated as SeriesA Preferred Stock;

 

(ii)              The Series A Preferred Stock shall entitle the holders the right to vote, either together with holders of the Corporation’scommon stock, or as a separate class of shares, on any matter upon which the shareholders of common stock of the Corporation mayvote, including but not limited to any resolutions purporting to vary any of their rights or create any class of capital stockranking in priority to them or effect any reorganization which would disadvantage the Series A Preferred Stock relative to theshares of the Corporation’s common stock;

 

(iii)            Each share of Series A Preferred Stock shall be entitled to 2,000,000 votes, whereas each share of common stock is entitledto 1 vote;

 

(iv)            In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holder(s)of the Series A Preferred Stock shall not be entitled to receive any of the assets of the Corporation;

 

(v)              Shall be redeemed by the Corporation at the option of the holders thereof for an aggregate of one dollar ($1.00) for allsuch shares of Series A Preferred Stock so held;

 

(vi)            Shall not entitle the holder(s) thereof to receive dividends, whether in cash, property, or in securities of the Corporation;and

 

(vii)          shall not be able to convert such Series A Preferred Stock into the Corporation’s common stock.

** **

**ARTICLE V. BOARD OF DIRECTORS**

** **

(A)	 Number. The number of directors constitutingthe entire Board shall be as fixed from time to time by vote of a majority of the entire Board, provided, however, that the numberof directors shall not be reduced so as to shorten the term of any director at the time in office.

 

(B) Vacancies.  Vacancies on the Boardshall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, orby election at an annual meeting or at a special meeting of the stockholders called for that purpose.

 

(C)	The election of directors need not beby written ballot.

 

**ARTICLE VI. BYLAWS**

 

In furtherance and not in limitation of thepowers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

 

**ARTICLE VII. LIABILITY**

 

To the fullest extent permitted by Florida lawas the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporationor its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation.Any amendment or repeal of this Article VII will not eliminate or reduce the affect of any right or protection of a director ofthe Corporation existing immediately prior to such amendment or repeal.

 

**ARTICLE XIII. STOCKHOLDERMEETINGS**

 

Meetings of stockholders may be held withinor without the State of Florida as the Bylaws may provide. The books of the Corporation may be kept outside the State of Floridaat such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

 

**ARTICLE IX. AMENDMENT OF ARTICLES OF INCORPORATION**

 

The Corporation reserves the right to amend,alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed bystatute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

I, THE UNDERSIGNED, being the Secretary of Musicof Your Life, Inc. pursuant to Section 607.1003 and 607.1007 of the Florida Business Corporation Act, hereby declare and certify,under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto setmy hand this 19th day of January, 2015.